0001047469-03-024950 Sample Contracts

UNDERWRITING AGREEMENT between MILLSTREAM ACQUISITION CORPORATION and EARLYBIRDCAPITAL, INC. Dated: , 2003
Underwriting Agreement • July 24th, 2003 • Millstream Acquisition Corp • Blank checks • New York

The undersigned, Millstream Acquisition Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as "you," "EBC" or the "Representative") and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

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July 17, 2003
Warrant Purchase Agreement • July 24th, 2003 • Millstream Acquisition Corp • Blank checks

This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Millstream Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading ("Separation Date").

June 25, 2003
Insider Letters • July 24th, 2003 • Millstream Acquisition Corp • Blank checks
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